Exhibit (c)(ii)
SELLING AGREEMENT
This is an Agreement by and between Walnut Street Securities, Inc. (hereafter
referred to as "Company"), and ___________________________________ (hereafter
referred to as "Broker-dealer").
Premises
A. Company is a principal underwriter for variable annuity and variable
life insurance contracts (the "Contracts") issued by Security Equity
Life Insurance Company ("SELIC"), which Contracts are both registered
as securities with the Securities and Exchange Commission and not
registered with the Securities and Exchange Commission. Both types of
Contracts are subject to the various regulations pertaining to
securities as well as to the laws governing insurance and annuity
contracts.
B. Broker-dealer certifies that it is registered and in good standing as a
broker-dealer under the Securities Exchange Act of 1934 and is a member
in good standing of the National Association of Securities dealers (the
"NASD"), and desires to become authorized to sell the Contracts.
In consideration of and reliance on the premises and the covenant set forth
below, the parties hereto agree as follows:
1) Basic Engagement Company hereby agrees that Broker-dealer is
authorized to sell the Contracts. Broker-dealer hereby agrees
to conduct all selling activities in respect of the Contracts
in accordance with the rules and regulations of the NASD and
all applicable State and Federal laws, rules, and regulations.
2) Broker - dealer's Duties
a. Broker-dealer will ensure that individuals conducting sales
activities relating to the Contracts are duly appointed
insurance agents of SELIC and entitled to sell the Contracts
under insurance laws of any jurisdiction in which the
individual solicits sales.
b. Broker-dealer will ensure that sales of the Contracts do
not occur in jurisdictions where SELIC is not licensed to sell
the Contracts.
c. Broker-dealer will ensure that individual conducting sales
activities relating to the Contracts possess the
qualifications specified by the NASD and federal laws and
regulations.
d. Broker-dealer will supervise the sales practices of its
agents and hereby indemnifies and holds Company harmless from
any damage or expense caused by any breach of the Agreement or
any misrepresentation or omission in the connection of the
offer or sale of any Contracts by Broker-dealer and its agents
in selling the Contracts.
3) Qualification For Private Placement Products Broker dealer
will review all Qualified Investor Questionnaires to make
certain that the investor is accredited. Broker-dealer will
promptly forward such Questionnaire to the Company. SELIC and
the Company have the right to make their own determination
upon the acceptability of the qualifications of a potential
purchaser for a Privately Placed Product.
4) Suitability Broker-dealer will review all applications for the
Contracts to make certain that the purchase is suitable for
the prospective customer. Broker-dealer will promptly forward
to Company all applications for the Contracts which it deems
suitable, together with any purchase payments received,
without making any deduction for compensation of the selling
agent or of Broker-dealer itself. SELIC and Company have the
right to make their own determination concerning the
acceptability of any application for a Contract and to return
any purchase payment tendered in connection therewith.
5) Sales Material The Contracts are described in either a
prospectuses or Private Placement Memorandum and the funds
into which premiums may be directed is described in a
prospectus or Private Placement Memorandum. Broker-dealer will
offer and sell the Contracts only in accordance with the terms
and conditions of the then current prospectus or Private
Placement Memorandum and will make no representations not made
in the prospectuses or Private Placement Memorandum or in any
authorized supplemental sales materials approved by Company
and SELIC. Broker-dealer shall not use or permit use of
advertising or sales material without obtaining the prior
written approval of SELIC.
6) Independent Contractor Broker-dealer is performing the acts
covered by this Agreement in the capacity of independent
contractor and not as an agent or employee of Company or
SELIC. Neither Company nor SELIC shall be liable for any
obligation, act or omission of Broker-dealer.
7) Compensation Broker-dealer shall be paid by SELIC (on behalf
of Company) compensation for the sale of Contracts as set
forth in the attached Compensation Schedule. SELIC has the
right to charge back any such compensation under the
conditions stated in such Schedule(s). Any Compensation
Schedule can be changed by Company and SELIC as of a specified
date, provided such date is at least 10 days
after the date notice of the change is mailed to
Broker-dealer's last known address. Any such change will apply
only to Contracts issued on or after the effective date of the
change.
8) Effectiveness This Agreement shall take effect as of the date
it is signed by Company, which date is shown below. It shall
continue in force from year to year unless it is terminated.
This Agreement may be terminated for any reason by either
party, such termination will become effective 60 days after
the mailing of a notice of termination to the other parties'
last known addresses. This Agreement may be terminated by
Company for cause (i.e., Broker-dealer's violation of any of
the terms of this Agreement); such termination will become
effective upon the mailing of a notice of termination to the
Broker-dealer's last known address. Failure of Company to
terminate this Agreement upon knowledge of a cause shall not
constitute a waiver of the right to terminate at a later time
for such cause. This Agreement shall immediately terminate
automatically if Broker-dealer shall cease to be a member of
the NASD or to possess the requisite licenses and
appointments, and Broker-dealer agrees to immediately notify
Company of such an occurrence. Broker-dealer may terminate
this Agreement at any time following 20 days written notice to
Company at its last known address.
9) No Assignment Agreement may not be assigned by Broker-dealer
except with the written consent of Company.
10) Applicable Law This Agreement shall be construed in accordance
with the laws of Missouri.
IN WITNESS WHEREOF, the Company has caused this Agreement to
be executed in its corporate name by one of its corporate officers, and
the Broker-dealer has set its hand to this Agreement as of the day and
year written below.
___________________________ Walnut Street Securities, Inc.
Broker-dealer COMPANY
Signature: Signature:
_______________________ ____________________
Name: Name:
_______________________ ____________________
Title: Title:
_______________________ ____________________
Address: Address:
_______________________ ▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇., ▇▇▇ ▇▇▇
▇▇. ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Date: ________________ Effective Date: ___________________
COMPENSATION SCHEDULE FOR
VARIABLE LIFE INSURANCE CONTRACTS
AND VARIABLE ANNUITY CONTRACTS ISSUED BY
SECURITY EQUITY LIFE INSURANCE COMPANY
1. Broker-dealer shall be paid a fraction of the premium received and
accepted by SELIC under an issued variable life policy or variable
annuity contract for which an agent of the Broker-dealer solicited the
application. The exact amount of compensation shall be determined by
the terms of the agent's contract between Broker-dealer and SELIC.
Notwithstanding the above, no compensation will be paid on a premium
that represents in whole or in part the surrender or loan proceeds of
any life insurance policy or annuity contract issued by SELIC.
2. No commission will be paid until a valid receipt for delivery of the
policy or contract is received by SELIC.
3. In the event any variable life policy is surrendered within twelve
policy months of its date of issue, any compensation amount previously
paid to Broker-dealer with respect to the amount surrendered with be
deducted from any compensation otherwise due Broker-dealer as follows:
100% if surrender occurs during the first six policy months and 50% if
surrender occurs during the seventh through twelfth months. If any
amount to be deducted exceeds compensation otherwise due, Broker-dealer
shall promptly pay back the amount of the excess following a written
demand by Company or SELIC.
4. In the Agreement to which this compensation applies terminated, no
further payments of any kind will be made to Broker-dealer.
ADDENDUM TO THE BROKER'S CONTRACT FOR VARIABLE PRODUCTS OF
SECURITY EQUITY LIFE INSURANCE COMPANY
Laws Governing Compensation, second paragraph:
This Agreement will automatically terminate if the agent is no longer
registered with the Broker-dealer or no longer qualifies as a representative
registered with the National Association of Securities Dealers (NASD).